Vania Schlogel
About Vania E. Schlogel
Independent director since 2021; age 41 as of March 27, 2025. Managing Partner and Founder of Atwater Capital (media/entertainment-focused investment firm). Designated by the Board as an “audit committee financial expert,” with a background spanning private equity (KKR), corporate investment (Roc Nation CIO), and leveraged finance (Goldman Sachs). Education: UCLA, summa cum laude, Business Economics with Accounting minor.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roc Nation | Chief Investment Officer | Not disclosed | Senior executive role in entertainment investing |
| KKR | Private Equity team (Media); launched Growth Equity division | Not disclosed | Media-sector specialization; growth equity launch |
| Goldman Sachs (London/LA) | Leveraged Finance and Capital Markets | Not disclosed | Early career in financing/capital markets |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mediawan US (holding company of Plan B Entertainment) | Chairperson | Not disclosed | Leadership oversight |
| Mediawan (France’s leading film studio) | Director | Not disclosed | Board member |
| wiip Productions | Director | Not disclosed | Board member |
| Epidemic Sound | Former Chairperson | Not disclosed | Prior governance leadership |
| LEONINE Studios | Former Chairperson | Not disclosed | Prior governance leadership |
| BMG | Former Director | Not disclosed | Prior board service |
| Pets at Home | Former Director | Not disclosed | Prior board service |
| Freepik | Former Director | Not disclosed | Prior board service |
Board Governance
- Committee assignments: Audit Committee member; Compensation, Nominating & Corporate Governance (CNG) Committee member; not on Finance or Enterprise Risk Committees. Designated “audit committee financial expert.”
- Independence: Board determined all current directors except the CEO (Wolff) are independent under NYSE standards; audit and CNG members meet additional independence requirements.
- Attendance/engagement: In 2024 the Board held 8 meetings; Audit 13; CNG 7; Risk 9; Finance 5. Each director attended at least 75% of aggregate Board and applicable committee meetings; independent-director executive sessions held regularly.
- Board leadership: Chair and CEO roles are separated; Lead independent director would be appointed if Chair were not independent.
- Related-party oversight: CNG reviews and approves insider/related party transactions per policy.
- Stockholder engagement: 96% Say‑on‑Pay approval at 2024 annual meeting; ongoing outreach to ≥1% holders.
Fixed Compensation
| Year | Fees Earned (Cash) | Stock Awards (RSUs, grant-date fair value) | All Other (Cash dividends on awards) | Total |
|---|---|---|---|---|
| 2024 | $80,000 | $80,007 | $641 | $160,648 |
- Program structure: Annual non‑employee director retainer $160,000, paid 50% cash and 50% equity RSUs; equity awards vest on the one‑year anniversary (subject to standard acceleration on change in control/death/disability/qualifying termination). Committee chair fees: Audit $20,000; CNG $15,000; ER $15,000; Chair of the Board $85,000; Finance Committee chair fee not applicable (CEO chairs).
- 2024 RSU grant: 5,366 RSUs granted to each non‑employee director; scheduled to vest on May 9, 2025.
Performance Compensation
| Component | Status for Directors | Notes |
|---|---|---|
| Non‑equity incentive awards | Not provided | Company does not provide non‑equity incentive awards, deferred compensation, retirement or health plans to non‑employee directors. |
| Options | Not provided | Director equity compensation is via RSUs; no options disclosed for directors. |
Other Directorships & Interlocks
- Current public/private boards in media and entertainment (Mediawan US Chair; Mediawan; wiip), plus prior roles at BMG, Pets at Home, Freepik; no disclosed direct business dealings with Banc of California.
- Compensation committee interlocks: None in 2024; no executive officer of Banc served on another entity’s board with reciprocal interlocks.
Expertise & Qualifications
- Finance and growth equity expertise; private equity track record; governance leadership in global media/entertainment; designated audit committee financial expert.
- NYSE independence; meets audit/CNG requirements; supports board’s competencies in media, technology, and capital allocation disciplines.
Equity Ownership
| Holder | Voting Common Shares | RSUs/PSUs Vesting ≤60 Days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Vania E. Schlogel | 16,564 | 5,366 | 21,930 | <1% (as defined) |
- Director stock ownership guidelines: Non‑employee directors are expected to own stock or equivalents equal to 5× the base cash retainer by the end of the fifth fiscal year after appointment; as of Dec 31, 2024, each director complied, with tenure allowances for those <5 years of service.
- Hedging/pledging: Company prohibits hedging and pledging of Company shares by directors, officers, and employees.
- Insider trading policy and blackout compliance required; policy filed with 2024 Form 10‑K.
Governance Assessment
- Effectiveness: Active service on both Audit (financial literacy and expert designation) and CNG (compensation/governance oversight) committees strengthens board risk, audit, and pay governance; independence affirmed under NYSE standards.
- Alignment: 50/50 cash/equity director pay and annual RSU vesting create baseline ownership alignment; director ownership guidelines met; anti‑hedging/pledging policy in place.
- Engagement: Board and committee cadence is high (Audit 13, CNG 7 in 2024); at least 75% attendance threshold achieved by all directors. Regular independent‑director executive sessions.
- Shareholder confidence: 96% Say‑on‑Pay support in 2024 signals investor backing of compensation governance.
- Potential conflicts and RED FLAGS:
- Warburg Pincus is a significant stockholder with board nomination and registration rights; a Warburg designee (Todd Schell) serves on Banc’s Board. Standstill obligations apply during the Director Rights Period. Governance mitigants include NYSE independence reviews and related‑party transaction oversight by CNG.
- The Company pays IntraFi for insured cash sweep services; Warburg affiliates hold a material interest in IntraFi and Warburg’s designee is on IntraFi’s board (approx. $8.0 million of payments in 2024). This is a related‑party exposure monitored under the Related Party Transactions Policy and committee oversight—highlighted for investors as an interlock risk that warrants continued monitoring.
- No director‑specific red flags disclosed for Schlogel (no pledging, no attendance shortfall, no disclosed related‑party dealings with her outside entities).
Overall signal: Schlogel brings seasoned investment and governance expertise as an independent director and audit financial expert, with clear alignment mechanisms (RSUs, ownership guidelines) and robust oversight structures (Audit/CNG). Board‑level related‑party exposures tied to major stockholders (e.g., Warburg/IntraFi) are transparently disclosed and subject to committee controls but should be tracked as they could create perceived conflicts if not continuously managed.